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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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MAY 10, 1999
(Date of Report)
NCI BUILDING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-14315 76-0127701
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
7301 FAIRVIEW
HOUSTON, TEXAS 77041
(Address of principal executive offices)
(713) 466-7788
(Registrant's telephone number,
including area code)
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ITEM 5: OTHER EVENTS
As required by Rule 135c under the Securities Act of 1933, NCI
Building Systems, Inc. is filing with this Form 8-K as Exhibit 99 a press
release, which is incorporated into this Form 8-K by reference. The press
release relates to NCI's completion of a private placement of $125 million of
9 1/4% Senior Subordinated Notes due 2009. The press release was issued by
NCI on April 30, 1999.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS. The following exhibits are filed with this Form 8-K:
99 Press Release issued by NCI Building Systems,
Inc. on April 30, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NCI BUILDING SYSTEMS, INC.
(Registrant)
By: /s/ Robert J. Medlock
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Robert J. Medlock, Executive Vice
President and Chief Financial Officer
Dated: May 10, 1999
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INDEX TO EXHIBITS
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Exhibit Number Description
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<S> <C>
99 Press Release issued by NCI Building
Systems, Inc. on April 30, 1999
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EXHIBIT 99
Contact: Robert J. Medlock
Executive Vice President and
Chief Financial Officer
(713) 466-7788
NCI BUILDING SYSTEMS COMPLETES PRIVATE PLACEMENT
OF $125 MILLION SENOR SUBORDINATED NOTES DUE 2009
HOUSTON (April 30, 1999) -- NCI Building Systems, Inc. (NYSE: NCS) today
announced that it has successfully issued $125 million aggregate principal
amount of senior subordinated notes due 2009. The notes bear interest at
9.25% annually and were priced at par. NCI Building Systems intends to use
the net proceeds from the offering to repay bank debt.
The offering was placed with qualified institutional buyers under Rule 144A
of the Securities Act.
The notes have not been registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
Under the terms of the placement, the Company will be obligated to commence
an exchange offer pursuant to an effective registration statement or cause
the resale of the notes to be registered under the Securities Act.
NCI Building Systems, Inc. is one of North America's largest integrated
manufacturers of metal products for the non-residential building industry.
The Company operates 39 manufacturing and distribution facilities located in
17 states and Mexico.
SOME STATEMENTS CONTAINED IN THIS RELEASE ARE "FORWARD-LOOKING" STATEMENTS,
AS DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ACTUAL
PERFORMANCE OF THE COMPANY MAY DIFFER FROM THAT PROJECTED IN SUCH STATEMENTS
AS A RESULT OF FACTORS SUCH AS INDUSTRY CYCLICALITY AND SEASONALITY, ADVERSE
WEATHER CONDITIONS, FLUCTUATIONS IN CUSTOMER DEMAND AND ORDER PATTERNS, RAW
MATERIAL PRICING, COMPETITIVE ACTIVITY AND PRICING PRESSURE AND GENERAL
ECONOMIC CONDITIONS AFFECTING THE CONSTRUCTION INDUSTRY. INVESTORS SHOULD
REFER TO STATEMENTS REGULARLY FILED BY THE COMPANY IN ITS ANNUAL REPORT TO
THE SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K, ITS QUARTERLY REPORTS TO
THE SEC ON FORM 10-Q AND ITS CURRENT REPORTS TO THE SEC ON FORM 8-K AND OTHER
FILINGS WITH THE SEC FOR A DISCUSSION OF FACTORS WHICH COULD AFFECT THE
COMPANY'S OPERATIONS AND FORWARD-LOOKING STATEMENTS MADE IN THIS
COMMUNICATION. THE COMPANY EXPRESSLY DISCLAIMS ANY OBLIGATION TO RELEASE
PUBLICLY ANY UPDATES OR REVISIONS TO THESE FORWARD-LOOKING STATEMENTS TO
REFLECT ANY CHANGES IN EXPECTATIONS.
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